SUB-ITEM 77Q1(e)(2):
New Investment Advisory Contract
AMENDMENT NO. 1 TO THE INVESTMENT ADVISORY AND
ADMINISTRATION AGREEMENT
GENERAL ELECTRIC RSP INCOME FUND
GENERAL ELECTRIC RSP U.S. EQUITY FUND
This Amendment No. 1 to the Investment Advisory
and Administration Agreement (this Amendment) is
made as of December 15, 2016, between each of
General Electric RSP Income Fund and General
Electric RSP U.S. Equity Fund (each, a Fund),
separately and not jointly, and SSGA Funds
Management, Inc. (SSGA FM).
W I T N E S S E T H:
WHEREAS, each Fund, separately and not jointly,
and SSGA FM are parties to an Investment Advisory
and Administration Agreement (the Agreement) dated
as of July 1,2016, pursuant to which SSGA FM
serves as the investment adviser and administrator
to each Fund; and
WHEREAS, capitalized terms used in this Amendment
not defined herein shall have the respective
meanings given to them in the Agreement; and
WHEREAS, each Fund and SSGA FM desire to amend the
Agreement to reflect a new initial term for the
Agreement that is consistent with Section 15(a) of
the Investment Company Act of 1940, as amended ;
and
WHEREAS, this Amendment has been approved in the
requisite manner by the respective Boards of
Trustees of each Fund (the Board).
NOW, THEREFORE, the parties hereby agree as
follows:
1. Section 14 of the Agreement is hereby deleted
in its entirety and replaced with the following:
Section 14 Continuation and Termination
This Agreement shall become effective as of the
day and year first above written and will continue
for an initial two-year term, and will continue
thereafter from year to year so long as the
continuance is specifically approved at least
annually by the Trustees. This Agreement may be
terminated by either party hereto at any time on
not more than sixty (60) days nor less than thirty
(30) days prior notice thereof to the other party
hereto. This Agreement may not be assigned or
transferred by either party hereto to
any third party and any such attempted assignment
or transfer shall automatically act to terminate
the Xxxxxxxxx.Xx the event of expiration or
termination of this Agreement,SSGA FM shall
transfer, or cause to be transferred, the
assets allocated to SSGA FM, and such accounting
and investment records as the Trustees may request
for continued operation of the Fund, to the person
or persons designated by the Trustees.
2. The Agreement, except as expressly amended
hereby, shall continue in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have
executed this Amendment No. 1 to the Investment
Advisory and Administration Agreement as of the
day and year first above written.
GENERAL ELECTRIC RSP INCOME FUND
By: /s/ Xxxxx Xxxxxxxxxxx
Name: Xxxxx Xxxxxxxxxxx
Title: Trustee
GENERAL ELECTRIC RSP U.S. EQUITY FUND
By: /s/ Xxxxx Xxxxxxxxxxx
Name: Xxxxx Xxxxxxxxxxx
Title: Trustee
SSGA FUNDS MANAGEMENT, INC.
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: President
